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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0000950170-24-141669 0001724939 XXXXXXXX LIVE 3 Common Stock, $0.001 par value per share 02/03/2025 false 0001850838 68217N105 OMEGA THERAPEUTICS, INC. 140 First Street, Suite 501 Cambridge MA 02141 Noubar B. Afeyan, Ph.D. (617) 868-1888 Flagship Pioneering 55 Cambridge Parkway, Suite 800E Cambridge MA 02142 0001724939 N Flagship V VentureLabs Rx Fund, L.P. b WC N DE 0 1088470 0 1088470 1088470 N 2 PN 0001627639 N Flagship Ventures Fund V, L.P. b WC N DE 0 5896386 0 5896386 5896386 N 10.6 PN 0001724575 N Flagship Ventures Fund V General Partner LLC b AF N DE 0 6984856 0 6984856 6984856 N 12.6 OO 0001716926 N Flagship Pioneering Fund VI, L.P. b WC N DE 0 8617413 0 8617413 8617413 N 15.6 PN 0001724957 N Flagship Pioneering Fund VI General Partner LLC b AF N DE 0 8617413 0 8617413 8617413 N 15.6 OO 0001780956 N Nutritional Health LTP Fund, L.P. b WC N DE 0 970588 0 970588 970588 N 1.8 PN 0001780951 N Nutritional Health LTP Fund General Partner LLC b AF N DE 0 970588 0 970588 970588 N 1.8 OO 0001760283 N Flagship Pioneering Special Opportunities Fund II, L.P. b WC N DE 0 7508693 0 7508693 7508693 N 13.6 PN 0001826217 N Flagship Pioneering Special Opportunities Fund II General Partner LLC AF N DE 0 7508693 0 7508693 7508693 N 13.6 OO 0001860062 N FPN, L.P. b WC N A6 0 1617646 0 1617646 1617646 N 2.9 PN 0001860059 N FPN General Partner LLC b AF N DE 0 1617646 0 1617646 1617646 N 2.9 OO 0001724959 N Flagship VentureLabs V, LLC b WC N DE 0 2197059 0 2197059 2197059 N 4 OO 0001768987 N Flagship VentureLabs V Manager LLC b AF N DE 0 2197059 0 2197059 2197059 N 4 OO 0001805916 N Flagship Pioneering Fund VII, L.P. b WC N DE 0 1329324 0 1329324 1329324 N 2.4 PN 0001805917 N Flagship Pioneering Fund VII General Partner LLC b AF N DE 0 1329324 0 1329324 1329324 N 2.4 OO 0001400240 N Flagship Pioneering, Inc. b AF N DE 0 22240723 0 22240723 22240723 N 40.2 CO 0001222012 N Noubar Afeyan b AF N X1 0 29225579 0 29225579 29225579 N 52.8 IN Common Stock, $0.001 par value per share OMEGA THERAPEUTICS, INC. 140 First Street, Suite 501 Cambridge MA 02141 Item 4 of the Schedule 13D is hereby amended to include the following: On January 10, 2025, Christian S. Schade, former Growth Partner at Flagship Pioneering, Inc. ("Flagship Pioneering"), resigned as Chairman and a member of the Company's Board of Directors (the "Board"), effective immediately. On January 22, 2025, Ravi Mehrotra, Ph.D., a Partner at Flagship Pioneering, and Robert L. Rosiello, an Executive Partner at Flagship Pioneering, each submitted their resignation as a member of the Board, effective immediately. On February 3, 2025, the Company entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the "RSA") with Pioneering Medicines 08-B, Inc. (the "Supporting Party"), an affiliate of Flagship Pioneering, and certain funds affiliated with Flagship Pioneering that, collectively, are, significant stockholders of the Company. The RSA and related transactions contemplate a potential sale of all or substantially all of the Company's assets and the entry into debtor-in-possession financing to fund the sale process and wind down. Specifically, the RSA provides, in pertinent part, that the following financing transactions will occur, the proceeds of which will be used to fund the operational needs of the Company as the debtor-in-possession in a voluntary proceeding under Chapter 11 of the United States Code, 11 U.S.C. $$ 101-1532, as amended from time to time (any such case, the "Chapter 11 Case") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") and to fund the administration of the Debtor's Chapter 11 Case, among other fees and expenses: Pursuant to the RSA, the Supporting Party, as bridge lender, has agreed to make a bridge term loan (the "Bridge Loan") to the Company in a total aggregate principal amount of approximately $1,400,000, in the form of a secured promissory note. The Bridge Loan will be secured by a first priority, senior security interest in substantially all of the assets now owned or hereafter acquired by the Company or in which the Company otherwise has rights and all proceeds thereof, subject only to certain permitted liens, and will be funded upon signing of the RSA. Pursuant to the RSA, the Supporting Party, as post-petition lender to the debtor-in-possession, has agreed to make a senior secured superpriority debtor-in-possession loan (the "DIP Loan") to the Company consisting of (a) new money term loan commitments from the Supporting Party and (b) a roll-up of the Bridge Loan (the "Roll-Up Loans"). The DIP Facility will be secured by certain superpriority and continuing security interests in substantially all of the assets now owned or hereafter acquired by the Company or in which the Company otherwise has rights and all proceeds thereof, subject only to certain permitted liens. The DIP Loan will include certain covenants, including delivery by the Company of a statement of cash receipts and disbursements on a weekly basis. Pursuant to the RSA, the Company will negotiate in good faith a stalking horse asset purchase agreement with the Supporting Party (or a designee thereof), as purchaser, for the sale of substantially all of the Company's assets, and which will contain customary, market bid protections. The transactions contemplated by the RSA (other than the Bridge Loan), including the use of proceeds from the DIP Loan, are subject to and conditioned upon, among other things, approval by the Bankruptcy Court. Pursuant to the RSA, the Company and the Supporting Party have made certain customary covenants to each other. The RSA also includes certain milestones (the "Milestones") for the progress of the Chapter 11 Case, which include, unless otherwise agreed (i) commencement of the Chapter 11 Case by no later than February 10, 2025, at 11:59 a.m. (ET), (ii) approval, no later than 30 days after the Petition Date, of the DIP Loan by the Bankruptcy Court, (iii) conclusion of an auction for the Company's assets no later than 55 days after the Petition Date, and (iv) entry of an order approving the sale by the Bankruptcy Court no later than 60 days after the Petition Date, with the sale being consummated no later than 70 days following the Petition Date. The RSA may be terminated upon, among other things: (i) the failure to meet the Milestones; (ii) the occurrence of certain breaches of the RSA; (iii) the mutual agreement of the parties; and (iv) in the case of the Company, if the Board of the Company reasonably determines in good faith and based upon advice of outside legal counsel that performance under the RSA would be inconsistent with its applicable fiduciary duties. Although the Company intends to pursue the transactions in accordance with the terms set forth in the RSA, there can be no assurance that the Company will be successful in completing the transactions contemplated thereby, whether on the same or different terms or at all. Flagship V VentureLabs Rx Fund, L.P. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Manager of General Partner 02/05/2025 Flagship Ventures Fund V, L.P. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Manager of General Partner 02/05/2025 Flagship Ventures Fund V General Partner LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager of General Partner 02/05/2025 Flagship Pioneering Fund VI, L.P. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager of General Partner 02/05/2025 Flagship Pioneering Fund VI General Partner LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager of General Partner 02/05/2025 Nutritional Health LTP Fund, L.P. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager of General Partner 02/05/2025 Nutritional Health LTP Fund General Partner LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager of General Partner 02/05/2025 Flagship Pioneering Special Opportunities Fund II, L.P. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager of General Partner 02/05/2025 Flagship Pioneering Special Opportunities Fund II General Partner LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Manager 02/05/2025 FPN, L.P. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager 02/05/2025 FPN General Partner LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager 02/05/2025 Flagship VentureLabs V, LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager 02/05/2025 Flagship VentureLabs V Manager LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager 02/05/2025 Flagship Pioneering Fund VII, L.P. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager 02/05/2025 Flagship Pioneering Fund VII General Partner LLC /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer of Manager 02/05/2025 Flagship Pioneering, Inc. /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D., Chief Executive Officer 02/05/2025 Noubar Afeyan /s/ Noubar B. Afeyan, Ph.D. Noubar B. Afeyan, Ph.D. 02/05/2025